HomeMy WebLinkAboutContract1107 Lake Washington Blvd N suite 800 | Renton, WA 98056 WIZARDS.COM PAGE 1 OF 3 December 11, 2024 RE: Request to use Wizards of the Coast Letter Wizards the nonexclusive use of the Property by Licensee solely in the Project and subject to the terms and conditions set forth below. Key Terms Property:Hero of Bladewarren Token (art id 448999), Three Tree Rootweaver (art id 437970), Three Tree Scribe (art id 438222), Wilds of Eldraine Prerelease Packaging (art id 441490) artwork featuring the copyrights, trademark, and other intellectual property rights embodied therein. Images of approved Property are contained in Exhibit A, attached to and made part of this Letter. Scope of Use:Usage of Property as provided by Wizards to Licensee for public work projects featuring Property on Utility Boxes. Licensee:City of Renton 1055 S Grady Way Renton, WA 98057 Licensee Contact:Jessie Kotarski jkotarski@rentonwa.gov Project:The city of Renton will receive artwork provided by Wizards, create cling wraps utilizing the artwork, and affix those clingwraps to Utility Boxes located at 655 S 2nd Street on the two corners of the City Center Parking Garage . Additional Terms:Any alteration of the Property, except as required to create the clingwraps, is strictly prohibited, without prior written approval by Wizards. General Terms Licensee shall have a limited, non-exclusive, revocable, non-assignable, non-transferable license to exhibit the Property for the entire duration of the Project. Use is limited to the Scope of Use and actual Project described above. Any other uses of the Property must be requested in writing. Wizards has no obligation whatsoever to grant any additional permission. The limited rights and permissions granted to Licensee herein are neither an endorsement nor a sponsorship of the Project. Wizards hereby disclaims any and all warranties with respect to the rights hereby granted. Licensee agrees to indemnify and hold Wizards, its subsidiaries and affiliates, as well as their respective officers, directors, employees, agents, successors, and assigns, harmless as to any third party claims, suits, actions, loss, damages, liabilities, costs, and expenses (including reasonable, outside the Property. Licensee agrees not to portray the Property in any manner that might be deemed deceptive or misleading. Licensee also hereby covenants and agrees to ensure that in no event shall the Property be used in any obscene manner, or in any derogatory or disparaging fashion toward either a third party (or its products or services) or Wizards and/or its affiliates (or their respective products or services). Without limiting the foregoing, the Project shall not include defamatory, obscene, threatening or harassing material; messaging promoting hatred toward groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, sexual orientation or gender identity, al property rights; or any depictions of dangerous or illegal activities. Licensee agrees to engage in reasonable maintenance and upkeep of the Property so long as Property is featured on the Utility Boxes. Licensee shall,, remove the Property from the Utility Boxes. Licensee agrees not to challenge any rights Wizards has in the Property and agrees that any and all uses of the Property shall CAG-25-020 1107 Lake Washington Blvd N suite 800 | Renton, WA 98056 WIZARDS.COM PAGE 2 OF 3 in the Property. Licensee further agrees and acknowledges that Wizards shall have the right to develop, produce, promote and distribute projects and products that are incidentally similar to certain elements of the Project, or to authorize third parties to do so, without notice or compensation to Licensee; to the extent Licensee has any rights in such similar uses, Licensee hereby waives such rights as between Licensee and Wizards or its authorized licensees. For the avoidance of doubt, Wizards does not trademarks. Licensee shall be the sole owner of the Project (including, without limitation, all photography, sound recordings and filmed materials) in all media throughout the universe in perpetuity. Nothing contained in this Agreement shall be construed as obligating Licensee to actually use the Property or the results and proceeds whatsoever. This document represents the entire understanding of the parties. The parties hereto shall not be deemed partners or joint id and of no e This document and any disputes related to the rights granted herein shall be construed in accordance with the substantive laws of the State of Washington without regard to its conflicts of laws principles in a court of competent jurisdiction located in Seattle, Washington. If any provision of this Letter shall be found invalid or unenforceable, such invalidity or unenforceability shall not render the entire Letter invalid. Rather, the Letter shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. The waiver by Licensee or Wizards of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself. ns contained herein will not result in revocation of its permission to use the Property, but Licensee shall remain responsible for all monetary and other damages. The parties acknowledge and agree that this license is granted without any monetary consideration. No fees, royalties, or other forms of payment shall be exchanged between the parties in connection with this license. Failure to sign and return this Letter within two (2) weeks of the date of this Letter will automatically result in the revocation of permission to use the Property. Sincerely, WIZARDS OF THE COAST, LLC Joel Emans VP Legal Wizards of the Coast AGREED BY: City of Renton BY: TITLE: DATE: 1107 Lake Washington Blvd N suite 800 | Renton, WA 98056 WIZARDS.COM PAGE 3 OF 3 EXHIBIT A Images of Approved Property ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Wizards of the Coast (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check- system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Wizards of the Coast: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: cat@wizards.com To advise Wizards of the Coast of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at cat@wizards.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Wizards of the Coast To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to cat@wizards.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. To withdraw your consent with Wizards of the Coast To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to cat@wizards.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- By selecting the check- that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify Wizards of the Coast as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Wizards of the Coast during the course of your relationship with Wizards of the Coast.